Core Viewpoint - The ongoing conflict between Huaxia Happiness and Ping An Group is intensifying, with the company entering a pre-restructuring phase to address its debt issues and protect the interests of creditors and shareholders [1][3]. Group 1: Company Actions and Responses - Huaxia Happiness announced on November 16 that it received a notification from a creditor, Longcheng Construction Engineering Co., Ltd., regarding the application for pre-restructuring due to the company's inability to repay debts [2]. - The company’s vice president, Feng Nianyi, stated that the pre-restructuring is a crucial opportunity for the company to resolve its debt risks and achieve recovery, emphasizing the importance of this process for all stakeholders [1][7]. - The debt committee authorized Ping An Asset Management to hire an accounting firm for a special financial due diligence investigation, with costs not exceeding 3 million yuan [4][5]. Group 2: Legal and Governance Issues - Board member Wang Wei claimed he was unaware of the announcement regarding the pre-restructuring and criticized the process for bypassing the board, which he argued violated company governance rules [2][3]. - Feng Nianyi clarified that creditor-initiated pre-restructuring does not require board or shareholder approval, as per the regulations set by the Shanghai Stock Exchange [3]. - Legal opinions have been raised regarding the appropriateness of the pre-restructuring process, suggesting that a thorough evaluation of its feasibility and necessity is essential, especially for a company with significant debt and numerous creditors [6].

【华夏幸福董事冯念一回应"绕过董事会"质疑：债权人申请预重整无须董事会审议】针对近期华夏幸福 （600340.SH）董事王葳关于"公司公告预重整无异议是否合规""是否绕过董事会"的质疑，公司董事冯 念一正式作出回应。他明确表示，此次预重整是由债权人发起的，根据监管规定，此类情况无须提交董 事会或股东会审议，不存在违规操作。 冯念一详细解释了其中的法规逻辑。他指出，上市公司预重整分为"公司主动申请"和"被债权人申请"两 种模式。根据上交所《自律监管13号指引》，只有公司主动申请时，才必须经过董事会和股东会审议； 而对于债权人发起的申请，决定权在于法院，法院将最终裁定是否受理。在此过程中，公司的核心义务 是"法定强制披露"，即知悉被申请时必须立即对外公告，无须也不能等待董事会召开。冯念一坦言，虽 然作为董事，他在公告前也未获悉此事，但这符合信息披露的法定流程，属于基本常识。 此外，冯念一还指出了公司当前的严峻处境。他透露，华夏幸福目前已处于资不抵债状态，此次预重整 是彻底化解债务风险、实现脱困极为难得的"救命"机会。他强调，董事应以公司利益最大化为重，如果 因内部阻碍错失这次机会，公司可能难再恢复生机。最后他表示 ...

Group 1 - The core viewpoint of the article is that the company believes the pre-restructuring process is compliant with regulations and necessary for addressing its debt issues [1][2] - The company clarifies that there are two modes for applying for pre-restructuring: one initiated by creditors and the other by the company itself, with only the latter requiring board and shareholder approval [1] - The company emphasizes that if creditors apply for pre-restructuring, the court ultimately decides whether to accept the application, and the company has no authority to contest this [1] Group 2 - The company asserts that pre-restructuring is a crucial opportunity to resolve its debt risks and protect the interests of creditors and shareholders [2] - The company expresses a commitment to maintaining communication with shareholders and emphasizes the importance of acting in the best interest of the company [2]

针对近期华夏幸福（600340.SH）董事王葳关于"公司公告预重整无异议是否合规""是否绕过董事会"的 质疑，公司董事冯念一正式作出回应。他明确表示，此次预重整是由债权人发起的，根据监管规定，此 类情况无须提交董事会或股东会审议，不存在违规操作。 此外，冯念一还指出了公司当前的严峻处境。他透露，华夏幸福目前已处于资不抵债状态，此次预重整 是彻底化解债务风险、实现脱困极为难得的"救命"机会。他强调，董事应以公司利益最大化为重，如果 因内部阻碍错失这次机会，公司可能难再恢复生机。最后他表示，公司始终愿意与股东保持沟通，希望 各方能相向而行，共同保护债权人及全体股东的利益。 （文章来源：中国经营报） 冯念一详细解释了其中的法规逻辑。他指出，上市公司预重整分为"公司主动申请"和"被债权人申请"两 种模式。根据上交所《自律监管13号指引》，只有公司主动申请时，才必须经过董事会和股东会审议； 而对于债权人发起的申请，决定权在于法院，法院将最终裁定是否受理。在此过程中，公司的核心义务 是"法定强制披露"，即知悉被申请时必须立即对外公告，无须也不能等待董事会召开。冯念一坦言，虽 然作为董事，他在公告前也未获悉此事，但这符合信 ...

Core Viewpoint - The company is undergoing a pre-restructuring process to address its debt issues, which is seen as a crucial opportunity for debt resolution and protecting the interests of creditors and shareholders [1][7]. Group 1: Pre-restructuring Process - The company has received a notification from a creditor, Longcheng Construction Engineering Co., Ltd., regarding its inability to repay debts and has initiated a pre-restructuring application with the court [2][5]. - The court has accepted the pre-restructuring application, which allows the company to seek a structured resolution to its financial difficulties [2][6]. - The debt committee will send a working group to the company starting November 24 to conduct a special financial due diligence [5][6]. Group 2: Governance and Compliance Issues - There are allegations from a board member, Wang Wei, claiming that the announcement regarding the pre-restructuring was made without proper board consultation, violating company governance rules [2][4]. - The company’s vice president, Feng Nianyi, clarified that the pre-restructuring process initiated by creditors does not require board approval, as per regulatory guidelines [3][5]. - Legal opinions have been raised questioning the appropriateness of the company's actions regarding the pre-restructuring announcement and the court's acceptance of the application without a hearing [6][7]. Group 3: Financial Implications - The debt committee has authorized Ping An Asset Management to hire an accounting firm for a special financial investigation, with costs not exceeding 3 million yuan [5][6]. - The company's current market capitalization is approximately 11.037 billion yuan, with a stock price of 2.82 yuan [4].

日前，华夏幸福因一笔417万的工程款被债权人申请重整，法院已受理"预重整"程序，但公司现任董事 王葳称其对预重整完全不知情，对相关程序表达了异议。（第一财经记者 孙梦凡） "我本人在公告对外发布前也并不知悉。"他表示，上市公司应当在知悉被申请预重整、法院裁定受理预 重整事项时即进行披露，这是法定强制义务，不需要提前上董事会、股东会。而公司无论是否对申请有 异议，最终均应由法院判断是否受理预重整，公司无权决策。 11月21日，华夏幸福董事冯念一表示，上市公司预重整有两种申请模式，一种是被债权人申请，一种是 上市公司主动申请。被债权人申请的不需要开董事会、股东会；只有上市公司主动申请的，才需要提交 董事会、股东会审议，这是上交所《自律监管13号指引》第9条明确规定的。 ...

Group 1 - The company announced that its subsidiary, Hubei Dongfang Shanshi Driving Training Co., Ltd., has had its fundraising account frozen due to a legal dispute with Hubei Changwo Electric Power Co., Ltd. [1][2] - The freezing of the fundraising account is a result of a court's enforcement request related to a construction contract dispute [1][2] - The company stated that its production and operations are currently normal and that the freezing of the account will not have a significant adverse impact on its fundraising investment projects [2][3] Group 2 - The company is actively communicating with relevant parties to resolve the account freezing issue and restore normal operations as soon as possible [2] - As of the announcement date, the company has not received any legal documents regarding entering a formal restructuring process, and the uncertainty regarding this process remains [7][12] - The company has been under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws [3][11] Group 3 - The company’s stock and convertible bonds were suspended from trading starting June 20, 2025, due to failure to complete required rectifications by the deadline [7][10] - The company has a significant amount of funds, approximately 387 million yuan, occupied by its controlling shareholder and related parties, which has not been recovered [8][9] - The company is in a pre-restructuring phase and must resolve issues related to fund occupation and guarantees before entering a formal restructuring process [12][17] Group 4 - The controlling shareholder, Dongfang Shanshi Investment Co., Ltd., is facing a judicial auction of 56,491,600 shares, representing about 7.90% of the company's total share capital [15][16] - If the auction is successful, the controlling shareholder's stake could decrease significantly, potentially affecting the stability of the company's control [16][21] - The auction is scheduled to take place on September 11-12, 2025, and the outcome remains uncertain [19][20]